Welcome to THE INSIDE OUT PROJECT (“INSIDE OUT” or “PROJECT”), a philanthropic art project operated in connection with Unframed SA, a Swiss Company and Unframed USA LTD ("Company", "we", "us" or "our"). Please read these Terms of Service ("Agreement") carefully, as it constitutes legally binding terms and conditions and applies to your use of (a) www.insideoutproject.net and all corresponding web pages and websites associated with the foregoing URL ("Site") and (b) any other content, products, features, functionality and services offered by us in connection with Site (collectively, and together with the Site, the "Services"). This Agreement applies whether you are accessing the Services via a personal computer, a wireless or mobile device or any other technology or device (each, a "Device"). This Agreement does not cover other services, websites or any content, products, features, and activities made available by any other company or third party, unless specifically stated.
1. INSIDE OUT PROJECT; Services.
1.1 Subject to the terms of this Agreement, the INSIDE OUT project and corresponding Services shall enable registered Users of the Site to upload and submit (a) photographic facial portraits ("Facial Photos") of participants in their community and (b) corresponding text-based information describing the Facial Photos, including, but not limited to, a story, message, physical location, descriptive tags, etc. (collectively, "User Posting") for our approval and potential use in connection with the INSIDE OUT project and the Services, including, but not limited to, posting on the Site. Each participant whose User Posting is subsequently reviewed and approved for the project by us in accordance with the terms of this Agreement that subsequently makes a "Posting Donation" in support of the INSIDE OUT project (as more fully described herein) will have the opportunity to receive an approximately 90 X 135 cm poster of each applicable Facial Photo (each, a "Poster"), subject to the terms of this Agreement, including, but not limited to, the delivery terms, restrictions and conditions herein, and the laws, rules, regulations and postal system/service of the destination country. For those Users that receive the Posters, we will provide the opportunity to upload and submit to the Site a photo of their Posters posted for public viewing for use in connection with the INSIDE OUT project, Services, and posting on the Site, subject to the terms of this Agreement.
1.2 The Services may also include general donation functionality (i.e., donations in support of the project without participation in the User Posting features and related Services) (each, a "Non-participant Donation", and together with the Posting Donation, collectively, "Donations"), User Posting and Poster formatting, distribution, posting and other related services, all as more fully described herein and all subject to the terms and conditions hereof. You acknowledge that Company may add, delete, disable or modify some or all of the Services, at its sole election, and you acknowledge: (a) that you may no longer be able to use the Services to the same extent, or at all, as prior to such change or discontinuation, and (b) that Company shall have no obligation or liability to you in such case. In no event shall Company be liable for the removal of or disabling of access to any Services, materials or any features or portions of the Services. The Company may also impose limits on the use of or access to certain features or portions of the Content or the Services, in any case and without notice or liability to you. By way of example, and not limitation, certain aspects of the INSIDE OUT project may be available only for a limited time and not all Users of the Services, depending upon the User's geographic location, Device, time of participation, and other factors, will have access to all Services at all times.
2. Term. This Agreement shall remain in full force and effect while you use the Services. You may terminate your use of or registration for the Services at any time, for any reason, and Company may terminate your use of or registration to the Services at any time, for any or no reason, with or without prior notice or explanation, and without liability or obligation to you or any third party.
3. Modifications. We may modify this Agreement from time to time, and at any time, without notice to you, for any reason, in our sole discretion. We will post or display notices of material changes on the Services and/or e-mail you or notify you upon login about these changes; the form of such notice is at our discretion. Once we post or make them available on the Services, these changes become effective immediately and if you use the Services after they become effective it will signify your agreement to be bound by the changes. We recommend that you check back frequently and review this Agreement regularly so you are aware of the most current rights and obligations that apply to you.
4. Compliance. By using the Services, you represent and warrant that (a) you are either at least 18 years of age and the age of majority in your place of residence or have your parents’ or legal guardians’ approval to do so; and (b) your use of the Services (in whole or in part) does not violate any applicable law, rule or regulation. If you provide information that is untrue, inaccurate, not current or incomplete, or Company suspects that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your registration (in whole or in part) and refuse any and all current or future use of the Services, in its sole discretion, with or without notice to you, and without liability or obligation to you.
5. User Registration. In order to access and use certain content, features and/or functionality of the Services, we require that you register for the applicable Services and have a unique username and password combination ("User Credentials") and provide certain additional information, which may include, without limitation, your email address, legal name, country/city/area of residence, zip code, etc., and, for certain transactions, your physical address, telephone number(s), etc. (collectively, a "User Account"). You represent and warrant that all registration and account information you submit is truthful and accurate and you shall maintain and promptly update the accuracy of such information. Further, if you elect to become a registered User of the Services, you are responsible for maintaining the strict confidentiality of your User Credentials, and you shall be responsible and liable for any access to or use of the Services by you or any person or entity using your User Credentials, whether or not such access or use has been authorized by you or on your behalf, and whether or not such person or entity is your employee or agent, including, without limitation, any fee-based transactions. It is therefore critical that you do not share your User Credentials with anyone. You agree to immediately notify Company of any unauthorized use of your User Credentials or User Account, or any other breach of security. It is your sole responsibility to (i) control the dissemination and use of your User Credentials and User Account, (ii) update, maintain and control access to your User Credentials and User Account, and (iii) cancel your User Account on the Services. We reserve the right to deny access, use and registration privileges to any User of the Services if we believe there is a question about the identity of the person trying to access any account or element of the Services. Company shall not be responsible or liable for any loss or damage arising from your failure to comply with this Section 5.
7. Proprietary Rights.
7.1 Services and Content. As between you and Company, Company owns, solely and exclusively, all right, title and interest in and to the Services and all content contained and/or made available on, through or in connection therewith (excluding your User Postings) ("Content"), and all such Content is protected, without limitation, under applicable U.S. and foreign laws, rules, regulations and treaties. The term "Content" includes, without limitation, all audio/visual content, artwork, photographs, illustrations, graphics, logos, copy, text, computer code, software, data, interfaces, information, materials, and all copyrightable or otherwise legally protectable elements of the Services, including, without limitation, the design, look and feel, and arrangement of the Services, and any copyrights, trademarks, service marks, trade names, trade dress, patent rights, and/or other intellectual property and/or proprietary rights therein. Unless the context clearly requires otherwise or we explicitly set forth in writing, the term "Services" includes "Content" as well.
7.2 Terms and Restrictions. The Services are to be used solely for your non-exclusive, non-assignable, non-transferable and limited personal use and for no other purposes. You must not alter, delete or conceal any copyright, trademark, service mark or other notices contained on the Services, including, without limitation, notices on any Content you transmit, download, display, print, stream or reproduce from the Services. Except as expressly authorized by Company, you shall not, nor shall you allow any third party (whether or not for your benefit or otherwise) to, reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party website or platform), or otherwise use, any Content without the express, prior written consent of Company or its owner if Company is not the owner. Any unauthorized or prohibited use of any Content may subject you to civil liability, criminal prosecution, or both, under applicable federal, state, local laws, or applicable foreign laws, rules, regulations and treaties. We require users to respect our copyrights, trademarks, and other intellectual property rights and shall aggressively enforce the same to the fullest extent of the law, including seeking criminal prosecution. We likewise respect the intellectual property of others. If you believe that the Services contain elements that infringe your copyrights in your work, please follow the procedures set forth in Section 12 below.
8. User Conduct. You are solely responsible for your conduct in connection with the Services. We want to keep the Services safe and enjoyable for everyone and the use of the Services for unlawful or harmful activities is not allowed. You represent, warrant and agree that, while using the Services, you shall not:
Company reserves the right to investigate and take appropriate legal action against anyone who, in Company's sole discretion, violates, or is suspected of violating, this Section 8, including, without limitation, reporting you to law enforcement authorities. Further, you acknowledge, consent and agree that Company may access, preserve and disclose your account and registration information and any other content or information if required to do so by law or if based on a good faith belief that such access, preservation or disclosure is reasonably necessary to (i) comply with the legal process; (ii) enforce this Agreement; (iii) respond to claims that any content or information violates the rights of any third party; (iv) respond to your requests for customer or technical service; or (v) protect the rights, property or personal safety of Company, Users or any third parties.
9. User Postings.
9.1 Requirements; No Expectation of Privacy; Misc. The Services may provide you with the opportunity to submit, upload, post, email, display, transmit or otherwise make available User Postings via the Services. When you submit User Postings you may also be asked to provide information about you and your submission. This may include, without limitation, such things as your User Credentials, a descriptive title, description, information about the User Posting, your location and/or similar information. By submitting User Postings, you acknowledge and agree that the term "User Posting" also includes, without limitation, and refers to all of the information you submit or we may receive that is related to your User Posting. You further acknowledge and agree that all User Postings made by means of or in connection with any portion of the Services are public and that (a) you have no expectation of privacy in any User Posting and (b) no confidential, fiduciary, contractually implied or other relationship is created between you and Company by reason of your transmitting a User Posting to any area of or in connection with the Services.
No Guarantee; Limitation of Liability; Misc. You understand, acknowledge and agree that all User Postings are the sole responsibility of the person from which such User Postings originated. This means that you are solely and entirely responsible for the consequences of all User Postings that you submit, upload, post, email, display, transmit or otherwise make available. User Postings do not reflect the views of Company, its affiliates, operational service providers, consultants, advisors, or benefactors, and you understand that by using the Services, you may be exposed to other people's User Postings that could be offensive, indecent or objectionable and, as such, Company does not guarantee the accuracy, integrity, quality or content of any User Postings. Under no circumstances shall Company be liable in any way for User Postings, including, without limitation, errors or omissions in any User Postings, or any loss or damage of any kind incurred as a result of any User Postings submitted, uploaded, posted, emailed, displayed, transmitted or otherwise made available.
9.3 Unauthorized User Postings; Right to Review. The Services, including, without limitation, all User Posting features and functionality, is for personal, non-commercial purposes only and you may not submit, post, email, display, transmit or otherwise make available, in any manner, any User Posting that we deem to be an Unauthorized Posting (as defined herein). We have the right, but not the obligation, to review any User Posting and to delete, remove, move, edit or reject, without notice to you, for any reason or for no reason whatsoever, any User Postings, including, without limitation, any Unauthorized Postings; provided, however, that Company shall have no obligation or liability to you or any third party for failure to do so or for doing so in any particular manner. As used herein, the term "Unauthorized Posting" means any User Posting that is or may be construed as violating this Agreement, including, without limitation, Section 8 herein, or is deemed to be unacceptable to Company, as determined in Company's sole discretion.
9.4 License to User Postings; Moral Rights. In connection with all User Postings you submit, post, email, display, transmit or otherwise make available, you grant to Company the unqualified, unrestricted, unconditional, unlimited, worldwide, non-exclusive, irrevocable, perpetual and royalty-free right, license, authorization and permission, in any form or format, on or through any media or medium and with any technology or devices now known or hereafter developed or discovered, in whole or in part, to host, cache, store, maintain, use, reproduce, distribute, display, exhibit, perform, publish, broadcast, transmit, modify, prepare derivative works of, adapt, reformat, translate, and otherwise exploit all or any portion of your User Posting on the Services and any other websites, services, media and other distribution platforms, whether currently existing or developed in the future, for any purpose whatsoever (including, without limitation, for any promotional purposes) without accounting, notification, credit or other obligation to you or any third party, and the right to license and sub-license and authorize others to exercise any of the rights granted hereunder to Company, in our sole discretion. For the avoidance of doubt, (a) the foregoing right, license, authorization and permission shall include any moral rights, droit moral or similar rights in connection with all User Postings you submit, post, email, display, transmit or otherwise make available, and you unconditionally and irrevocably waive the enforcement of all such rights, and all claims and causes of action of any kind against Company, its affiliates, operational services, sublicensee or other related third parties with respect to any such rights and (b) the rights, licenses and privileges described in this Agreement and granted to Company shall commence immediately upon submission of your User Posting and shall continue thereafter perpetually and indefinitely, regardless of whether you use the Services as a registered User or not.
9.5 Retention of Ownership; Representations and Warranties. Company does not acquire any title or ownership rights in the User Postings that you submit and/or make available. After you submit, post, email, display, transmit or otherwise make available any User Posting, you continue to retain any such rights that you may have in such User Posting, subject to the rights, licenses and privileges granted herein. You also represent, warrant and covenant that (a) you own the User Posting posted by you or otherwise have the right to grant the rights, licenses and privileges described in this Agreement and to perform and comply with all of the requirements set forth herein; (b) your submission, uploading, posting, emailing, displaying, transmission and/or making available of User Postings does not violate this Agreement, any rights of any other party or entity, any of your obligations, any law, rule or regulation or infringe upon, misappropriate or violate any intellectual property, proprietary, privacy, moral, publicity or other rights of any party or entity; (c) you have the legal right and capability to enter into this Agreement and perform and comply with all of its terms and conditions; and (d) you hold and shall continue to hold all the ownership, license, proprietary and other rights necessary to enter into, authorize, grant rights and perform your obligations under this Agreement and shall pay for all royalties, fees, and any other monies owing to any person or entity by reason of your User Postings.
10. Donation and Poster Terms, Conditions and Restrictions.
10.1 Donations. All Donations made in connection with the Services shall be made to the Can Art Change the World INC (an organization described in Section 501(c)(3) of the U.S. Internal Revenue Code) in support of the INSIDE OUT project and shall be collected and processed via PayPal, subject to certain restrictions, including, without limitation, PayPal and third party service provider restrictions, which may prevent the processing of your Donation. Donations can also be made via check or wire transfer when requested by the donor. All Donations are final and non-refundable, and in no event shall Company provide any refunds, reimbursements or credits of any kind for any reason, including, without limitation, in connection with any failure or delay in receiving a Poster, in whole or in part. In the event you make a Posting Donation in connection with use of the User Posting features and request a Poster in connection with any such Services, the amount of your Posting Donation less $5.00 USD (per poster) may be claimed as a charitable deduction subject to the requirements of the U.S. Federal Income Tax law. In the event you make a Non-participant Donation, the amount of your Non-participant Donation may be claimed as a charitable deduction subject to the requirements of the U.S. Federal Income Tax law. Please consult with local tax advisors if you reside outside of the United States.
10.2.1 LIMITED DELIVERY TERRITORY; NO REPLACEMENTS OR REFUNDS. ORDER, SHIPMENT AND RECEIPT OF A POSTER IS SOLELY AVAILABLE TO THOSE QUALIFYING USERS IN THOSE COUNTRIES OR TERRITORIES THAT RECEIVE THE COMPANY-DESIGNATED QUALIFYING LEVEL OF SERVICE FROM THE U.S. POSTAL SERVICE AND OR FEDEX, SUBJECT TO THE TERMS, CONDITIONS AND RESTRICTIONS HEREIN. FURTHER, IN NO EVENT SHALL COMPANY PROVIDE ANY REFUNDS, REIMBURSEMENTS OR CREDITS OF ANY KIND FOR ANY REASON ARISING OUT OF OR IN CONNECTION WITH ANY FAILURE OR DELAY IN RECEIVING ANY POSTER, OR ANY ERRORS, OMISSIONS, LOSS OR DAMAGE IN CONNECTION THEREWITH.
10.2.2 Customs, Duties, Taxes and other Charges. As a potential recipient of a Poster outside of the United States, you shall be the importer of record and must comply with all applicable laws, rules and regulations of the destination country and shall be solely responsible for assuring that your Poster can be lawfully imported to the destination country. Further, Posters that are shipped to countries outside of the United States may be subject to import taxes, customs duties, customs clearances, and other charges, taxes and fees levied by the destination country, and you, as the recipient of an international shipment, shall be responsible for remitting such taxes, duties, charges and fees, which are levied once the shipment reaches your country. We have no control over any of the foregoing taxes, duties, fees or charges and cannot predict what they may be or the applicability of same. Customs policies vary widely from country to country; you should contact your local customs office for further information. When customs clearance procedures are required, it can cause delays beyond any delivery estimates. Title and risk of loss for the items transfer to the recipient upon delivery to the common carrier (U.S. Postal Service and or FedEx) in the United States.
10.2.3 POSTER DISCLAIMER; LIMITATION OF LIABILITY. THE DISTRIBUTION, ADMINISTRATION, SHIPMENT, RECEIPT AND AVAILABILITY OF POSTERS MAY CONTROLLED, HANDLED, AND PROCESSED BY SERVICE PROVIDERS, POSTAL ENTITIES, GOVERNMENTS, COMMON CARRIERS, AGENTS AND OTHER THIRD PARTIES, AND COMPANY MAKES NO WARRANTIES, REPRESENTATIONS OR GUARANTEES, AND ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR (A) ANY FAILURE OR DELAYS IN RECEIVING ANY POSTERS, WHETHER IN CONNECTION WITH THE POSTAL SERVICE/SYSTEM, CUSTOMS OR GOVERNMENT, OR APPLICABLE LAWS, RULES, REGULATIONS OR RESTRICTIONS, OF THE DESTINATION COUNTRY, (B) THE QUALITY, DESIGN, ACCURACY, CONDITION, SIZE, OR CORRECTNESS OF ANY POSTER, OR (C) ANY ERRORS OR OMISSIONS OR ANY OTHER LOSS OR DAMAGE WHATSOEVER RELATING TO OR IN CONNECTION WITH THE DISTRIBUTION, ADMINISTRATION, SHIPMENT, RECEIPT OR AVAILABILITY OF ANY POSTERS OR ANY OTHER CONDUCT BY COMPANY OR ANY THIRD PARTY IN CONNECTION THEREWITH. FURTHER, COMPANY RESERVES THE RIGHT AT ANY TIME AND FOR ANY REASON TO MODIFY, LIMIT, OR DISCONTINUE THE SERVICES, INCLUDING WITHOUT, LIMITATION, THE CREATION, PROCESSING, DISTRIBUTION AND/OR SHIPMENT OF POSTERS WITHOUT NOTICE OR OTHER OBLIGATION TO YOU OR ANY THIRD PARTY AND COMPANY SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD IT EXERCISE SUCH RIGHTS.
10.2.4 LEGAL COMPLIANCE; RIGHTS AND AUTHORIZATION. IN CONNECTION WITH ANY USE OF ANY POSTER, INCLUDING ANY PUBLIC DISPLAY OR OTHER DISTRIBUTION, DISSEMINATION OR EXPLOITATION THEREOF, EACH USER WARRANTS, REPRESENTS AND COVENANTS THAT (A) HE/SHE SHALL COMPLY, AT ALL TIMES, WITH ALL APPLICABLE INTERNATIONAL, FEDERAL, STATE AND LOCAL LAWS, RULES AND REGULATIONS AND (B) HE/SHE HAS OBTAINED AND SHALL MAINTAIN ALL RIGHTS, LICENSES, CONSENTS AND AUTHORIZATIONS NECESSARY IN ORDER TO ENGAGE IN ANY SUCH USE OF ANY POSTER. FURTHER, COMPANY, ITS AFFILIATES, OPERATIONAL SERVICE PROVIDERS, SUPPLIERS, CONSULTANTS, ADVISORS, AND BENEFACTORS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND LICENSORS, SHALL NOT BE LIABLE FOR ANY USE OF ANY POSTER BY YOU OR ANY THIRD PARTY.
11. Customer Support. For assistance with questions regarding the Services, please contact firstname.lastname@example.org.
12. Digital Millennium Copyright Act.
12.1 If you are a copyright owner or an agent thereof and believe that any content on the Services infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Designated Agent (as set forth below) with the following information in writing (see 17 U.S.C. 512(c)(3) for further details):
Written notification of claimed infringement must be submitted to the following Designated Agent:
Name and Address of Designated Agent:
INSIDE OUT PROJECT (Marc Azoulay)
Email Address of Designated Agent: email@example.com
For clarity, only DMCA notices should be sent to the Designated Agent and any other feedback, comments, requests for technical support, and other communications should be directed to Company customer service by sending an email to firstname.lastname@example.org. You acknowledge and agree that if you fail to comply with all of the requirements of this Section 12, your DMCA notice may not be valid.
12.2 If you believe that your content was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to applicable law, to make such content available to Company for use on the Services, you may send a counter-notice containing the following information to our Designated Agent:
If a counter-notice is received by our Designated Agent, Company may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider or the User, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Company's sole discretion.]
14. Advertisements. From time to time, you may choose to communicate with, interact with, or obtain Third Party Services from our advertisers, sponsors, or other promotional partners (collectively, "Advertisers") found on or through the Services or via a hyperlinked website or platform. All such communication, interaction and participation is strictly and solely between you and such Advertisers and we shall not be responsible or liable to you in any way in connection with these activities or transactions (including, without limitation, any representations, warranties, covenants, contracts or other terms or conditions that may exist between you and the Advertisers or any goods or services you may purchase or obtain from any Advertiser).
15. Assignment. This Agreement, and any rights, licenses and privileges granted herein, may not be transferred or assigned by you, but may be assigned or transferred by Company without restriction, notice or other obligation to you.
16. Indemnity. You agree to defend, indemnify and hold Company, its affiliates, operational service providers, suppliers, consultants, advisors, benefactors, and their respective successors and assigns, directors, officers, employees, representatives, agents, and licensors harmless from any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) (collectively, "Claims"), arising in any way out of or in connection with (a) your use of the Services, including any Poster, (b) your breach or violation this Agreement or (c) your User Postings. Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Company's defense of such Claim.
17. DISCLAIMER AND LIMITATIONS OF LIABILITY. THE SERVICES, AND ALL POSTERS, CONTENT, PRODUCTS, SERVICES AND USER POSTINGS MADE AVAILABLE ON, THROUGH OR IN CONNECTION THEREWITH, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE SERVICES WILL BE AVAILABLE FOR USE, OR THAT ANY PRODUCTS, FEATURES, FUNCTIONS, SERVICES OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED. ALL IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS RELATING TO THE SERVICES AND THIS SITE, AND ALL CONTENT, PRODUCTS, SERVICES AND USER POSTINGS ARE HEREBY DISCLAIMED. Without limiting the foregoing, we are not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the Services. You understand, acknowledge and agree that you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of any and all features and functions of the Services, including, without limitation, User Postings and Content associated with your use of the Services.
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMPANY, ITS AFFILIATES, OPERATIONAL SERVICE PROVIDERS, SUPPLIERS, CONSULTANTS, ADVISORS, AND BENEFACTORS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND LICENSORS, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM USE OF THE SERVICES OR FROM THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES.
You further understand and acknowledge the capacity of the Services, in the aggregate and for each User, is limited. Consequently, some messages and transmissions, including, without limitation, User Postings, may not be processed in a timely fashion or at all, and some features or functions may be restricted or delayed or become completely inoperable. As a result, you acknowledge and agree that Company assumes no liability, responsibility or obligation to transmit, process, store, receive or deliver transactions or User Postings or for any failure or delay associated with any User Postings and you are hereby expressly advised not to rely upon the timeliness or performance of the Services for any transactions or User Postings. Some jurisdictions do not allow for the exclusion of certain warranties or certain limitations on damages and remedies, accordingly some of the exclusions and limitations described in this Agreement may not apply to you.
18. Governing Law; Miscellaneous.
18.1 This Agreement contains the entire understanding and agreement between you and Company concerning the Services and supersedes any and all prior or inconsistent understandings relating to the Services and your use thereof. This Agreement cannot be changed or terminated orally. If any provision of this Agreement is held to be illegal, invalid or unenforceable, this shall not affect any other provisions and this Agreement shall be deemed amended to the extent necessary to make it legal, valid and enforceable. Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of this Agreement; however, no action arising out of this Agreement or your use of the Services, regardless of form or the basis of the claim, may be brought by you more than one year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose). The failure of the Company to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision.
18.2 This Agreement and your use of the Services is governed by, construed and enforced in accordance with the internal substantive laws of the State of New York (notwithstanding the State's conflict of laws provisions) applicable to contracts made, executed and wholly performed in New York, and, for the purposes of any and all legal or equitable actions, you specifically agree and submit to the exclusive jurisdiction and venue of the State and Federal Courts situated in the State and County of New York and agree you shall not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, forum non conveniens or otherwise. IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THIS AGREEMENT, YOUR USE OF THE SERVICES OR WITH RESPECT TO THE SUBJECT MATTER HEREOF, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.
18.3 The Services are controlled and operated by Company from the State of New York, U.S. Company makes no representation or warranty that the Services or Content contained on or made available in connection therewith is legal, appropriate or available for use in other locations. Those who choose to access the Services from other locations do so at their own risk and are responsible for compliance with any and all local laws, rules and regulation, if and to the extent local laws, rules and regulations are applicable. No software made available in connection with the Services may be downloaded, exported or re-exported into (or to a national or resident of) any countries that are subject to U.S. export restrictions.